The Dragon, the Lion and the Bookworm
by michellephoenix275
Summary: Levy's first taste of alcohol goes straight to her head, and she finds herself with two unlikely bedfellows. Is this just the effects of lowered inhibitions, or could this be more? MATURE CONTENT - YOU'VE BEEN WARNED **Fairy Tail belongs to Hiro Mashima**
1. Chapter 1

**_Notes_**

 ** _For those of you following little ole me, I am so sorry I haven't been posting on my other stories. I have been working on several projects, many of which I can't actually bring out juuuuuuust yet. For instance, the side-stories for my_** **Iron Lace** **** ** _series, as well as a few one-shots and, of course, the next installment in the_** **Iron Lace** **** ** _series, because that part is just too much fun to write._**

 ** _So, as a precursor to me getting back to a more regular posting schedule, here is the first of a short series featuring our favorite bookworm, and a relationship that no one saw coming—including me, until I was sitting down at my computer, and I looked down, and there was suddenly a story I apparently wrote. *shrugs* Thanks so much to sassykitten1701 for being a faithful reader, and a hilarious sidekick for these adventures. And, please, I love to read comments on here; they make my day._**

 ** _That is about all I have to say, so, enjoy! The next part will be up in a couple of days!_**

"Come on, Blue!" Cana smirked as she waved a bottle of hard strawberry lemonade in Levy's face. "It's sweet; you can't even taste the alcohol. You'd love it."

Levy groaned and snapped her book closed. The brunette had been bugging her to try the drink for the last half hour. "Cana. Seriously. _No_. I'm good."

"Bluuuuuuue." Cana complained, pouting. "Come on, please? You're seventeen already, and I've never once seen you drink so much as a beer. Just this one drink, and I'll leave you alone."

Levy sighed. She'd never been seen with alcohol, because she'd never had any before. But, if it got Cana off her case so that she could get back to her research on dragon slayer magic… "Promise?" She asked warily. Cana grinned wickedly and nodded, and Levy took the bottle from her. She sniffed the liquid and raised an eyebrow. It did smell sweet, not like the bitter scent of alcohol that generally permeated through the guild. Levy didn't notice her guildmates staring wide-eyed as she tentatively brought the bottle to her lips. With one final sigh of defeat, she tipped it back, taking a small sip. She made a small sound of surprise and brought her free hand up to touch her lips. It tasted _good_ , not at all like she had thought. It did make her throat tinge a bit. But there must not have been very much alcohol in it at all. She took another long sip, licking her lips. "Huh," She mused. "You were actually right, Cana. This is shockingly delicious."

Cana chuckled with glee as Levy shrugged and downed the rest in one go. "L-Levy?" Droy asked nervously. "You sure 'bout that? You drank that pretty fast."

"Quickly." Levy corrected with a grin. "And why does it matter? This has, like, no alcohol. I'm fine." She turned back to Cana, her head already feeling strange, almost like she was floating. "Can I have another one?" she asked hopefully. Cana nodded eagerly and sat the rest of a 6-pack on the table in front of her. Levy reached for another bottle and twisted the cap free. Jet and Droy shared concerned looks, and the rest of the guild began to gather.

"Have another." Cana said, popping the top off a third bottle. Mira pushed forward to witness Levy guzzling down her third strawberry lemonade, and quirked an eyebrow happily at Cana. This plan might actually work.

Levy paused, smacking her lips with a quizzical look. It couldn't' be that much alcohol, really, but there was a warmth growing in her stomach, flushing her cheeks and making her blood pound in her ears. Maybe it was just the fact that _the entire guild_ was staring at her.

"Maybe you should slow down," Jet said warily.

Levy glared. How dare he? He was always telling her what she could and couldn't do. She met his eyes and held them, very purposefully opening a fourth bottle and up-ending it. She coughed as she slammed it down on the table, and those around her cheered. Levy frowned. Her head felt like it was stuffed with cotton, and the filled with water. Or Jell-O. And it seemed like the table was moving under her hand. She licked her lips, mouth oddly dry. She reached for another to parch her thirst.

Before she knew it, all six were gone, the bottles lined up in front of her. It felt like she was underwater. She giggled. "Oops. Ssssorry, Cana. I finished your yummy drinks." She slurred, standing up shakily, swaying in place.

"How do ya feel, Blue?" Cana asked, grinning triumphantly.

"Feel great!" Levy answered, a little too loudly.

"Levy, why don't you sit back down?' jet said, taking her arm to steady her.

Levy shook him off and glared. "I'm not glass. I don't break. Shtop with the bubble wrap." She pushed him. Not hard. But he was so shocked that he fell backwards and landed in some sort of sweet-smelling spongey thing. With dread, he turned slowly. He gulped at the look of promised death on the face of Erza Scarlet.

"Yeah! Fight!" The shout went up, and suddenly the guildhall erupted into the drunken shouts and dust-throwing kicks and punches that kept non-guild members out of the bar. Levy usually stayed out of these brawls, but today, she laughed, yelled an excited "Yeehaw!" and leapt into the fray. Even with the swaying vision and impaired balance, Levy was able to dodge and weave through the fights. She didn't throw any hits, but that was never her style, anyway. She snuck around the flying limbs and cast spells to cause the most mischief possible. She created a water puddle that Natsu stepped in, extinguishing his flames momentarily. Gray took the opportunity to freeze the water around his ankles. Macao and Wakaba tripped over him, and immediately turned on the fire and ice duo. She shot a tendril of solid script: flame at Evergreen's hair, and the fairy turned in fury, eyes going to the two fire wizards—Natsu and Macao—and turned her spells on them. No one noticed the tiny blunette skirting around them cackling like a Disney villain and spurring on the chaos.

"What is the meaning of this?!" came a thundering voice. The guild froze at once, looking up at Makarov balanced atop the bannister of the second floor. He sighed disappointedly. "What started it this time?" Like frightened children, fingers suddenly pointed to where Jet and Droy her locked in place by Erza. Master Makarov shook his head. "Children. Then it is up to you two to clean up this mess." Jet and Droy glanced around the trashed guildhall and groaned as he disappeared.

Levy came up to her teammates as the groups good-heartedly dispersed, heading to the bar where Mira was pouring endless shots. She sniffed, feeling suddenly overcome with guilt and shame. "I-I'm sorry." She said as her eyes filled with tears. "I didn't mean to get you into trouble."

The two broke down at the sight of her tears. "Levy! Don't cry!" They babbled, surrounding her with a warm hug. Levy let them comfort her, crying and holding onto them for dear life. This went on for a good fifteen minutes before Cana broke up the party—with a party.

"Blue! Come dance with me!" Levy sniffled and glanced up to see some kind of spontaneous dance party started. How had she not noticed it before? The music was so loud the walls shook, and the normal lights had been turned off, with bright, color-changing lacrima floating near the high ceiling.

Levy smiled. She loved to dance! She let Cana pull her into the already drunk mob of guildmates. She saw Elfman and Ever dancing extremely close together, face flushed from the alcohol. In fact, she saw several couples dancing just as closely. It looked as though Cana and Mirajane had schemed to get everyone trashed and threw their favorite couples together…She shrugged, smile not disappearing as Cana pulled her close and danced with her in a way that would have made Levy blush normally. They pressed close, their chests rubbing together, hands clasped with the others as they ground together. In her state, though, she just went along with it, dancing right back. She lost herself in the music, spinning around with surprising grace for a drunken fairy. She flitted around, changing partners without paying much attention.

A slow song with a deep, steady base and a haunting melody came, and she found herself backed up against Loke, whose eyes were bright with the drinks and the hedonistic atmosphere. Her hips swayed with the beat, his hands on her waist holding her flush against his body. She glanced up, and saw Laxus leaning against the bar. His eyes found hers, locked on. He was on the prowl. This much alcohol in the air, this many people with dropped inhibitions—he was bound to get lucky. Levy smirked at him, and he raised an eyebrow. He'd always wondered what the little spitfire would be like in bed…

Levy wasn't quite sure where her impulses were coming from, and why she wasn't suppressing them like she normally did. Sure, Laxus was sinfully hot, and rumor was he was a god in bed. But she had never been one of those girls that just crawled into his bed and begged him to take her. I mean, she'd imagined it—a lot. Those smutty books of hers left her head spinning. Something about his eyes, his stance, the way he looked right then in the flashing lights, with Loke's body against her own…She licked her lips.

Loke brought her awareness back to him, his lips brushing against her ear. "You look seriously sexy, Miss Levy." He purred.

Levy shivered as his breath caressed her skin. One arm raised and wrapped back around his head, fingers curving in his incredibly soft hair. "Yeah?" She said in a low voice. She let her head fall back and to the side so he could access her neck better, but never took her eyes off Laxus. The lightning mage raised to his full height and began slowly making his way towards her, giving her plenty of time to escape. Of course, he loved the chase…

"Oh, yeah," Loke growled with a grin. One of his hands slid up her body, making her muscles clinch in anticipation. She bit her lip and ground back against him. She knew this was wrong, and she shouldn't be doing it—especially with Loke, of all people (of all spirits?). But her thoughts were fuzzy, and this was all so _fun_. Why the hell shouldn't she enjoy herself?

She could feel him—all of him—including the hard length that pressed against her back. And, that felt incredibly hot. She wasn't used to feeling desired—loved, sure, but not like this, not like the other women of the guild. Without a second thought, Levy gave Laxus a look that was pure dare, and turned her face to Loke's, meeting his eyes. She pressed her lips to his. It was like someone was pouring hot metal into her veins, slow and searing. He didn't act shocked, or like some goofy kid with his first crush; he knew what he was doing. His lips moved with hers as expertly as his hips did as they continued dancing. His tongue swiped against her bottom lip, and she opened her mouth eagerly. With a hungry growl, he pulled her even closer, tilting her head back to reach her mouth better as their tongues began a dance of their own. Just when she was about to pull away for air, his lips left hers, trailing down her jaw to her throat. She caught her breath, then lost it again as he nipped at her, right below her ear. She let her head fall back against his shoulder as he hit every place she never knew drove her crazy. "Loke!" She gasped as she felt him bite down a little harder, making sure to leave a bruise.

She felt him smile against her skin as one of his hands moved down, slowly, to the hem of her skirt, then slowly sliding up her bare thigh underneath it. Her eyes fluttered closed as he drew further and further up, stars flashing behind her eyelids to the erratic rhythm of her heart. His hands were sure, applying just enough pressure to leave her putty in his hands, gently enough to make her muscles tremble. She had to bite her lip to keep from crying 'Hallelujah!' when the tips of his fingers brushed against her damp panties, just that light sensation drawing her close to the edge.

"So, you like to tease, do you?" He purred suddenly, his hand moving back down to her thigh, just above the hem of her skirt. She opened her eyes with a frustrated groan.

Laxus stood over them, predatory look on his face. He shared a look with Loke, who chuckled and stepped forward, so that she was pressed between the two men. Her breath caught. It took a minute to register what was happening, what they were suggesting to her, her body automatically responding to their pressures and dancing with them to the resounding base. _Both_ of them? A rush of nervousness, then excitement, then desire. So much pulsed through her body, swelling until it all turned to arousal, as she felt the lengths of both men hard against her. She turned, placing one hand on Loke's chest and the other on Laxus' hip, and ground her ass back against her newest partner, earning a hiss of approval. She giggled, head swimming, need growing.

"You sure 'bout this, little Blue?" Laxus said, clutching her tight against him. "We're a lot of man for a small woman."

She raised an eyebrow at him and turned again, facing him and placing both hands on his firm chest. "Aw, Laxy. Are you worried you won't be able to satisfy little ole me?" She teased. He narrowed his eyes at the challenge.

Loke just laughed and nibbled at her neck, making her gasp. "Why don't you come upstairs with us, and we'll see just how much _satisfaction_ we can give each other?" The man behind her said in her ear. She laughed; like she was letting them out of her sight now. "Doesn't the Thunder Legion still have a private lounge up there?"

Laxus smiled wickedly and pressed forward, his hips against her belly. He made a tiny thrusting movement with his hips, and she almost melted at the feeling of him, the promise of what was about to happen. "Hell yeah. Let's do this."


	2. Chapter 2

**_Notes_**

 ** _Okay, so I lied. Sort of. Maybe I am just getting overexcited. Anyway, have a second chapter, on the house! :)_**

The two horny mages started to lead Levy towards the stairs, but her knees were shaking, so she another idea, grinning. She pulled at Laxus' hand so that he turned towards her, then jumped into his arms. He caught her easily, his hands cupping her ass, and she wrapped her legs around his waist and her arms around his neck. She didn't hesitate, bringing her lips to his and kissing him hard, pouring all of her desire into him. She could feel some of the alcohol clearing from her mind, but the desire was still there, maybe even a bit stronger. He growled into her mouth, the sound traveling all the way to her fingers and toes and making her grip him tighter as he took control of the kiss, demanding entry to her mouth with his tongue, pressing against her lips forcefully. She groaned and let him take over her mouth, feeling his satisfaction as she submitted. He walked with her, taking the stairs two at a time. Loke eagerly followed along behind.

Laxus moved to a door at the end of a hallway and zapped the lock with a bolt of lightning, his magic opening the seal—only those in the Thunder Legion could open that door. He paused long enough to grab a 'Do Not Disturb' sign from a hook by the door and hook it over the doorknob, before grabbing a handful of her ass again and moving her towards his bed in the corner. The lounge was built like an apartment, each member of the Legion having their own space, plus a kitchen, bathroom, and living area. Levy noticed all of this out of the corner of her eye as he walked her towards a gold section of the room. Loke shut the door behind them and pulled his shirt over his head, kicking off his shoes and socks. Levy smiled and pushed Laxus' coat off his shoulders, moving her fingers to the buttons of his deep purple shirt, wanting to feel his skin. She felt his abs clench as the backs of her fingers brushed the smooth skin of his stomach, felt herself shiver as she reached the bottom button, her fingertips brushing against the bulge in the front of his pants. He leaned forward and sat her on the bed, pulling back for a minute to let the shirt fall from his arms, toeing off his shoes. She bit her lips as her eyes followed the outline of each of his insanely defined muscles, rubbing her thighs together. Her eyes moved to Loke, who walked to stand next to Laxus, the other mage's attention following the flexing muscles of his friend.

Then, Levy's eyes almost popped out of her head as Laxus gave the man a firm look, and Loke dropped to his knees, hands moving to undo Laxus' jeans. She didn't know it, but the two men had shared women several times before. And each other, from time to time. Loke had a submissive streak; Laxus was all dominance. Sometimes they just needed to let off some steam. Some urge inside her had her sliding forward off the bed, kneeling next to Loke as Laxus' pants fell to the floor. Her head jerked back up to look Laxus in the eyes as she caught sight of what had been hiding in them.

"I told you it would be a lot of man, Blue." He said, grinning. Levy looked back down and gulped—not sure if it was from apprehension—would he really fit that thing inside her—or from pure desire—gods, she hoped he would try.

He had nothing on underneath the jeans, his cock jutting forward, pointing slightly up. He was _huge_. She wasn't a virgin; she'd had a few lovers over the years. But none of them had ever come close to his size. She didn't even know they _could_ be this big. He was as thick as her wrist, at least, and had to be around 10" long.

She wanted to taste him.

Another strange urge, and, again, she didn't hesitate to follow through with it. She leaned forward and licked just the tip. Laxus growled, one hand going to the back of her head, resting lightly, fingers tangling in her hair. She licked her lips. He tasted like sex—it was the only way she could describe it. He tasted like skin, a little salty—like the promise of the best night of her life. She eagerly leaned forward again, this time stretching her lips as wide as she could, taking the whole head of him in her mouth, tongue sticking out to flick the underside of him as she sucked hard on him. Laxus groaned, his fingers tightening.

Levy brought her hand up to grip his shaft, turning her head slightly to meet Loke's eyes. They were dancing with the same need she felt, the same mischief they always held, and something else. She pulled away and kissed Loke, tongue dancing with his. He could taste Laxus on her lips, and placed an arm around her waist, moving closer, until his left knee pressed against her right knee, and their lips were inches from the head of Laxus' cock. Laxus' other hand rested on the back of Loke's head as he watched his lovers kiss. He hadn't expected Levy to be so eager. In fact, he'd half-expected her to run for the hills when Loke freed his cock for her to see. It wouldn't have been the first time.

Loke broke the kiss, his eyes darting up to meet Laxus' as he gripped his shaft, hand just below Levy's, and copied her, engulfing the head in his hot mouth. Levy looked up into the other man's eyes as well, and leaned forward to lick up his shaft from where her hand rested to where Loke's lips were pulled tight around him. And again, just a little higher, and again. She and Loke took turns, one sucking while the other licked, taking a little more of him each time, until his shaft was wet enough that their hands could slide along his length easily, stroking him.

Levy took him in her mouth again and began bobbing her head, trying to take all of him that she could. She saw Loke looking at her with lust-filled eyes, and reached her free hand over to rub the hard length in his own pants. Loke's hips bucked up against her hand, and his grip on Laxus tightened, making the man groan and throw his head back for a moment. Levy gagged slightly as the head of Laxus' cock hit the back of her throat, but didn't stop her motion. She loved the way his hips bucked at the sounds she made, loved the way he twitched when she hit a sensitive spot with her tongue, loved the way his entire body twitched when she gently ran over his length with her teeth.

"Shit, Blue." He growled. "Never knew you had it in you." He wished he had approached the woman sooner. Fuck, he was thinking he might make this more than a one-time thing, if she'd let him.

She pulled away, breathing hard, a bit of saliva at the corner of her mouth, and let Loke take him again. She removed her hand from his shaft, making him look back down at her curiously. She _really_ loved the look of pleased surprise on his face when her hand moved down to cup his balls, rolling them lightly. She ducked under Loke and watched the muscles in his thighs flex as her warm breath caressed the sensitive flesh. Levy licked him once, a tiny taste, then pulled him into her mouth, sucking gently. Her cheeks bulged, her tongue flicking over him, and his hand clenched tighter in her hair, pulling her away after a minute; he didn't want to cum so soon, but she was getting him close. He wondered a moment just how far that submissive streak he'd seen in her eyes ran.

"Loke, strip." He ordered. The other man didn't hesitate, standing and pulling down his jeans and underwear. "On the bed." He looked down at Levy. "Stay." He said. Again, he saw something flicker in her gaze, saw her desire flare, and smiled to himself. He watched her fall back to sit on her heels, still dressed and following him with her eyes as he stepped around her to where Loke lay sideways on the bed, waiting for him. He pushed the man onto his back and crawled over him on the bed, kissing him hard. Loke groaned and relaxed into the bed as Laxus gripped his hands and held them down against the mattress. Levy watched hungrily. Laxus' hands traveled down Loke's arms, his sides, gripping his hips and grinding down against him. Loke whimpered in need against his lips, keeping his hands where Laxus had left them.

"Levy." Laxus commanded. "Take off your dress." He pulled away from Loke, pulling the other man to sit leaning back against a mound of pillows against the headboard, sitting himself back against the wall. Levy met his eyes and moved to stand up. "I told you to stay." He corrected her. He didn't miss the full-body shiver that took her over. So, she really did like taking orders. She turned, remaining on her knees, to face him, then sat up to pull her skirt out from under her hips, slowly pulling it up, and up, over her head, and throwing it to land on a couch across the room. Her hair bounced back down to her shoulders. Laxus' eyes trailed down over her body. Fuck, she hadn't worn a bra. Double fuck—or panties. "Aren't you a dirty girl." He growled quietly, feeling himself grow impossibly harder.

She blushed. "It's laundry day." She answered softly.

"Come here." He watched her stand, stepping out of her flats and kneeling on the bed, walking towards him on her knees until she was in front of him. With him sitting and her standing on her knees like that, she was just about the same height as him. His hands went around her waist, pulling her a few inches closer, until her breasts brushed against his chest. He kissed her, and she could taste Loke on his tongue. She'd never thought that would be so…hot. But, gods, was it ever. Laxus traced her sides with a feather-light touch, making her tremble in his arms, until they brushed the bottom of her breasts. "Last chance to back out, little Blue." He said quietly.

"You're losing your nerve _now_?" She whined, pulling away and looking at him incredulously.

He growled at her and jerked her closer, his length brushing against her hot, soaking wet core. "Does it _feel_ like I'm losing my nerve, woman?" She gasped and arched against him, hips unconsciously grinding down against him. "I just know I won't be able to stop after this. I wanted to make sure you know what you're getting in to." His eyes flicked to the side, and suddenly, she felt Loke—naked, hot, and very aroused—pressing against her from behind, once again sandwiching her between the two men.

"Fuck," She groaned softly, eyes fluttering closed. "You aren't going to break me." She promised, opening her eyes and meeting Laxus' again, begging him to do something. "Trust me. I _want_ this. I _need_ this. Please." It was the please that ended any argument. She felt both of their cocks twitch against her, felt both of them press closer, engulfing her in skin that felt fire-kissed and muscles that had to have been sculpted by gods.

Laxus turned her around and wrapped her in his arms, pressing her tight back against him. She lost her balance and fell a few inches lower on the bed, his length lying directly under her, along her wet slit. His rough hands slid forward and cupped her breasts, making her throw her head back against his shoulder. Loke moved backwards a bit and leaned forward, face getting slowly closer and closer to the cleft between her legs, until she felt his breath tickling the short blue curls there. He looked up, waiting until she met his eyes, then pressed closer, his tongue making contact with her clit, Laxus' cock along the underside of his tongue, just as Laxus pinched her nipples lightly between his fingers. She cried out and arched her body, melting in his arms. Loke gripped her thighs and moved her legs until they were outside of Laxus', opening her up to him fully, and moved even closer, sucking and nibbling on her most sensitive flesh. His tongue flicked lower, lapping up her juices. She closed her eyes and moaned, relaxing back into Laxus' grip, his hands caressing her breasts. She felt a flicker of worry, that she was too flat-chested to please him, but they fit perfectly in his hands, and he seemed to be enjoying himself as he teased her and nibbled at her neck, leaving little hickies from her shoulder to the hollow of her throat on either side. She jumped as she felt Loke press two fingers against her entrance and push forward, opening her for him.

"Fuck, Laxus, she is so tight." He groaned against her, his voice sending delicious vibrations through her. He curled his fingers forward and thrust them in and out, hitting a spot inside her that made stars swim in her eyes that had nothing to do with the alcohol.

Laxus paused for a moment. "You're not a virgin, are you, Blue?" He asked. He didn't want to _break_ her.

Levy shook her head and squirmed in his grip. "No," She gasped. "And I'm also not made of _glass_." She added, as if she could hear what he was thinking. Loke added a third finger, and she arched her back, thrusting her hips at him. She turned her head and met Laxus' lips with her own, desperately kissing him, her moans and whimpers getting louder and louder as she drew closer to the edge of what she could tell would be a seriously intense orgasm.

Loke felt her walls fluttering against his fingers and looked up to meet Laxus' eyes, nodding to him. Laxus pulled away, and Loke moved to sit back against the headboard again. Levy whined in protest and gave him a pleading look. "Don't worry," Laxus said in her ear as he shifted onto his knees, pulling her up with him. "We aren't through with you yet." He was losing a bit of his control, his hands gripping her hips a little harder than he meant to. She didn't seem to mind; in fact, she seemed to love it. He turned them and put a hand between her shoulder blades, his other holding her hips in place, pushing her down so that she was on her hands and knees, face hovering over Loke's lap. She moaned at the image in her head of what they must look like right now, moaned again as she felt Laxus straightening behind her, his cock pointed towards the ceiling, rubbing between her ass cheeks. "Taste him." Laxus encouraged. Levy didn't hesitate, mouth wrapping around Laxus' hard cock. He tasted like the same promise. He was smaller than Laxus, and fit better in her mouth—but he was still bigger than anyone she'd had before. Both of his hands rested on the back of her head, and she looked up into his eyes.

The second their eyes met, Laxus pulled back, lining himself up and pushing forward, just enough to open her up. She gasped, eyes going wide. Gods, he was huge. She didn't know if she could really take all of him. But this felt amazing; she didn't dare stop him. He thrust his hips forward, giving her another inch, and she whined. "Okay there, Lev?" Loke said, brushing her hair out of her face so that it wouldn't block his view of her. She nodded, holding his eyes, never looking away. She took a bit more of him in her mouth. Another thrust, another moan, another inch into her mouth. All three were pushed to the limits of their control. Loke hit the back of her throat, making her gag. His hand gripped in her hair, preparing to pull her away, but she shocked both men as she pressed forward, swallowing, the head of his cock entering her throat. Loke's hips bucked, forcing another inch into her hot throat, making her gag a little more, but she didn't pull away. "Did she just…?" Laxus said incredulously. Loke just nodded, not able to look away from the tiny blunette goddess or answer his question. "Fuck," The man behind her groaned. He thrust forward again, rougher than he meant to, and felt his cock sink all the way into her, his balls hitting her clit. Levy's eyes went wide and she cried out around Loke's cock, shuddering as she came, stars dancing in her vision, eyes rolling back in her head.

"Fuck, Levy, are you okay?" Loke asked, pulling out of her mouth. She didn't answer, falling to her elbows as her entire body shook.

"Shit, you weren't kidding, she is tight as hell." Laxus grit his teeth. He seemed only then to realize Loke's panic. "She's fine." He said, chuckling. "Squeezing me like a vice, but perfectly fine."

They waited until Levy stopped trembling, leaving her gasping for breath between them. "Oh. My. Gods." She said breathlessly. "That was the most…intense thing I've…ever felt." She turned to look back at Laxus. "Do it again, please." Laxus' jaw almost hit the bed.

Where the fuck had this woman come from? Body built like a porn star, eagerly jumping into bed with both him and Laxus, and asking for _more_ when they'd thought for a moment he'd hurt her. This would definitely have to happen again. He grinned at her, turning her head back towards Loke and pushing her shoulders down to the bed, making her gasp. If she liked it rougher…

"You heard her, Loke." He met the man's eyes and saw his own desire reflected. "She wants us to do that again." Loke licked his lips and gripped the back of her head again, moving her until her lips met the head of his cock. She latched onto him, sucking hard on the head, taking a couple of inches and sucking harder. Just as she took him into her throat again, Laxus pulled his hips back. She whimpered, hips trying to follow him. She could feel every vein and ridge of him against her walls, filled better than anyone had ever filled her. And he was leaving her empty. He pulled out until just his head was inside her, paused to meet Loke's eyes, and they both thrust forward, hard, filling her completely. She cried out, almost ready to cum again. She could feel their balls pressed against her, Loke's at her chin, Laxus' against her throbbing clit. Gods, she had two men, two sex gods inside her. Her. Levy McGarden. Her head was almost cleared of the drunk haze, and she knew she would never have chosen to do this normally, but she was so glad she had. She owed Cana big time for this. The two of them started a steady rhythm, thrusting together, in and out, faster and faster, harder. They watched her take everything they gave her, watched her wind up closer and closer to another explosive orgasm. One hand massaged her ass, the other moved to where he was pounding into her hot pussy, spreading her wetness up to her tight asshole. He felt her clench down on him as the tip of a finger pressed a tiny bit forward, the smallest amount of pressure.

"Whatever you just did," Loke said, hips bucking, "Please do it again." Her throat had clenched down around him, her whine making its way directly into his balls, almost setting him off.

"Did you like that, little Blue?" Laxus said, slowing his thrusts so he could focus on teasing her ass. "You ever had anyone here?"

She pulled away from Loke and turned, shoulders still pressed to the bed, to look back at him. "No," She said, voice low and needy.

"No, you didn't like it?" He cocked an eyebrow. Her body told him differently.

"I've never had anyone there." She answered. He added a little more pressure, and felt her relax enough for his finger to slip inside about an inch before she clenched back down with a groan.

He teased her, pressing forward a tiny bit, drawing his finger away. His hips slowed their thrusts, keeping her right on the edge of orgasm. He added a second finger when he thought she could handle it, watched her squirm on the bed under him. Fuck she was perfect, so horny, so _tight_.

He reluctantly pulled out of her pussy, enjoying the way she looked back at him and whined in protest. He smacked her ass lightly, and her eyes dilated. "Turn around, Blue." He ordered. "You can't handle me yet." She didn't argue with that, turning and scooting back to rub against Loke, who was kneeling on the bed behind her.

Loke grabbed her ass in both hands, squeezing the firm flesh, rubbing a thumb over her asshole. He had always dreamed of taking the blunette's virginity. Seemed that ship had sailed. But…he could take her virginity there, be the first to make her feel that kind of pleasure. He lined up his cock and leaned over her for a moment, kissing her neck. "Just relax. I'll go slow." He promised, then raised back up, and pushed forward. Levy tried to do as he asked, but it felt so strange, and he felt so big.

"Relax." Laxus ordered, voice firm. His eyes were on where the tip of Loke's cock was just opening her up. Levy shivered at the commanding tone of his voice, and her body responded, muscles relaxing, allowing the head of Loke's cock to slip past the tight ring of muscles. She gasped and clenched down on him, making him curse under his breath. She was tighter than he'd dreamed. "I said relax." The larger man growled, and she whimpered with need. As he began pushing forward, little by little, Loke reached under her and stroked her clit, making her moan in pleasure. Her shoulders sunk back onto the bed, the angle easing some of the tension and allowing him a little deeper. "That's it." Laxus muttered. He reached forward and stroked her hair out of her face, watching the expressions of discomfort and pleasure and wonder on her face as she was slowly filled with Loke's cock, until he was fully seated in her.

Loke paused where he was, letting her adjust to him. Only when she started squirming, moving her hips against him to feel some kind of friction, did he start to pull away. Levy groaned, long and low, at the sensation. It was definitely different than regular sex, but not less intense, or less pleasurable, despite what some of those smutty books, and some of her friends, had told her. He pulled all the way out of her, her hips following his as she was left empty again. But not for long. He lined himself back up and thrust forward again, a little faster, one long stroke, until he was as deep as he could be, hearing her groan for him. Gods, this was better than he could ever have imagined. He repeated the stroke, a little faster, and again. The next stroke, he didn't pull all the way out, didn't pause, just slammed his hips forward, harder, pushing her forward a couple of inches on the bed with the force. She cried out in pleasure and gripped the blanket in her fists. He began a steady rhythm, not fast, but long, deep, hard thrusts, the sounds of his hips smacking against her ass and her moans and his grunts filling the room.

Laxus watched in awe as she took it all. Next time, he would definitely have to have her ass, too, but this time he would let Loke have his claim on her. However…if she could take this…and she seemed to like pushing her boundaries, liked it a little rough…he had a delicious idea. He grabbed Levy's shoulders gently and helped her to get up on her knees, Loke falling back to lay against the pillows so that she could ride him, and Laxus moved forward, kneeling between their legs. Levy didn't understand for a moment what he meant to do, until he thrust two fingers into her pussy, Loke's thrusts from below not slowing. Laxus saw the apprehension on her face. "Trust me, little Blue," He said in a husky voice. "You can take it." She nodded, biting her lip, eyes fluttering closed in pleasure, as he removed his fingers and lined his cock up to her still dripping pussy. Loke stopped thrusting for a moment, watching around Levy to see Laxus pushing into her, splitting her open. All three of them let out groans of sheer pleasure as she tightened up on them. Levy had never, even in her wildest fantasies, imagined feeling like this, this full, this _dirty_ —but in the best of ways. And she wished, suddenly, that she'd gotten drunk a lot sooner, so she could have been enjoying moments like this a lot more often. She clutched at Laxus' shoulders as he sunk all the way into her. Gasping for air, seeing stars swimming at the edge of her vision. Laxus held her tight against his body, holding himself still despite the urge to start pounding her as hard as he could. "Do you want me to be gentle?" He made himself ask. He knew she was stretched to her limits.

"Don't you dare." She growled back at him, nipping at his shoulder. He barked a quick, surprised laugh, and made a quick motion with his hips, jerking both of his lovers forward against the headboard and earning twin cries of his name. His hands moved to her hips, and he began a punishing pace, hips slamming forward with bruising force, so quick she couldn't keep up. Loke started thrusting again, slower this time, holding himself back from exploding at the added tightness from Laxus' cock—gods, he could feel the other man through her thin walls.

And then, Levy experienced something she'd only ever read about, never thought existed. An orgasm swept over her, her vision going dark at the power of it for a second, her mouth open in a wordless cry. Just when she thought she was coming down from it, another orgasm took its place, even more intense than the one before. Again, and again. She couldn't _stop_ cumming, and it felt amazing. If Laxus hadn't been holding her up, she would have collapsed. As it was, the angle he had her at meant he was hitting all of those special spots inside her that kept her orgasms going as long as he could, and he knew it, if the triumphant smirk on his face was any indication. She could hear herself begging for them to keep going, or to slow down so she could catch her breath, or to fuck her harder—or maybe all of the above. She wasn't sure. She couldn't remember forming the thoughts to say the words. Fuck, she couldn't form thoughts. Why the hell had she not done this earlier?

Loke couldn't bear the constant clenching and releasing of her muscles begging him to give her his cum, and ground her down onto him, his cock twitching as he came deep in her ass, throwing his head back with a moan.

Laxus could feel the man's orgasm—fuck, he swore he could feel every shot of cum as it hit her walls—and it set him off, too. "Where?" He grunted, having the sense to ask.

"Don't you…fucking dare…pull out!" Levy screamed, her nails digging into his back as if to hold him in place. Her boldness again cut into him, driving him over the edge, and he thrust forward, so hard that he dislodged Loke's cock from her ass, and roared, filling her with his cum, even as Loke's dripped out of her and onto the other man's stomach.

Laxus collapsed, rolling to the side so as not to crush either of his partners, panting. He hadn't cum like that in a long time; Levy was something else.

Levy's mouth opened, then closed, opened again, as she stared at the ceiling, trying to find words. Her legs were jelly. She tried to move them, even just to curl herself up a bit, but they wouldn't respond. But, hell, if it wasn't worth it. "That…was… _amazing._ " She finally said after a minute, breathless, voice hoarse.

"Anytime you wanna do that shit again?" Laxus replied, looking over at her and grinning impishly. "Come fuckin' find me."

"Ditto." Loke said, voice dazed. "That was fucking hot, Levy."

She giggled. All three of them lay there, completely spent, alcohol almost completely out of their system, sweat slicking their skin, the blankets torn a bit where Levy had clenched them so hard. The bed frame may have taken a bit of damage, sitting a little crooked. Oops. "I better wake up with both of you in this bed and ready for round two." She said as she turned, resting a head on Laxus' sculpted chest, curling against him as her eyes closed tiredly, the orgasms wearing off the rest of the way and leaving her completely exhausted. "Or this will be a one-time event." She warned.

Loke looked at Laxus over her head and smiled at him as he snuggled up closer, spooning against the blunette, his own hand resting on Laxus' abs. "Round two, three, four…we may lose count before morning." He teased.

"We better." Laxus growled, looking at the two of them with honest affection. This could definitely be the start of something…interesting.


	3. Chapter 3

**_Notes_**

 ** _Alright, my pretties, here is chapter three. Chapter four should be swiftly following, as well as updates on other stories, but have this sweet nugget to tide you over until then. Enjoy! And, I really do enjoy getting those comments._**

 _A few hours later_ …

Levy awoke to the feeling of something long and hard pressing into a very sensitive spot from behind her. She was a little disoriented at first. Her head was pounding, and she didn't recognize the feel of the bed she was in, or the person whose side she was cuddled into. Wait. Their side? But they were behind her, right? She snapped her eyes open, not that it helped. The windowless room was pitch black and silent; she couldn't see her hand in front of her face, let alone the strange…muscled…delicious-smelling body in front of it. As silently and slowly as she could, she started taking stock of her surroundings.

She was curled into the side of a decidedly male specimen, who was built like a mountain.

Someone also decidedly male was spooned against her back, and sporting a rather impressive erection.

All three of them were completely naked, laying in a bed she didn't recognize, the sheets tangled up, and…slightly damp?

The room was saturated with the smell of sweat and sex.

Her body felt deliciously sore, in all the right places—and a new one, that made her eyes almost pop out of her head.

She was about to attempt to wriggle her way out from between the men, when the one behind her nuzzled against the back of her neck. "Levy," he mumbled, kissing her skin.

Levy squeaked in shock. That was Loke's voice! In a rush, most of the previous night started coming back to her. Well, part of it. The parts that really mattered. Cana getting her drunk. Then it was a bit hazy, right up until the point that Loke and—oh gods—Laxus had taken turns giving her the best orgasms of her life.

Laxus shifted next to her, aroused by her squeak. "You okay, blue?" He said quietly, voice laced with sleep.

Levy thought he sounded kind of adorable like that, when he wasn't growling, or scowling, or dominating…not that she minded the latter, she thought. "Yeah." She said, too quickly, voice a bit hoarse, wincing as the sound resonated in her still-pounding head.

Loke shifted behind her, their voices breaking through the amazing dream he was having. He dreamed Laxus and he had convinced Levy to join them for a night of fun, and they'd rocked each other's worlds and fallen asleep together where their bodies fell back on the bed. He took a deep breath, only to still smell Levy's citrus-scented shampoo and sex. So, he opened his eyes, trying to shake off the dream. It was pitch black. He was snuggled up to a tiny figure. His cock lay nestled between her legs, one arm wrapped under her to cup one breast, the other reaching over her and resting on what had to be Laxus' chest. "Fuck." He said, sitting up, making Levy gasp with the sudden movement. "That wasn't a dream?"

Laxus grumbled and reached over to the bedside table, turning on a lamp. The three of them blinked in the sudden light, and then exchanged several confused, embarrassed, and satisfied glances.

Levy sat up, wincing a bit as she found herself a little sorer than she'd thought—not that she was complaining, really. It felt amazing. She pulled her knees up to her chest and clasped her hands between her legs on the bed, covering all the important bits. She shivered, chilly now that she wasn't surrounded by both of their hot bodies. "So…" She started, unsure of where to really go from there. "Um…did we…?"

Laxus sat up to, resting back against the headboard. He grabbed a throw blanket from behind them and snapped it open, draping it over Levy's shoulders. She gave him a small smile and pulled the fabric tight around her. "Did we…have one of the best nights of our lives? Make each other cum like crazy? Enjoy ourselves?" He let out a breath, chuckling softly. "I can't speak for you or Loke, but—"

"You can. Speak for me. You can definitely speak for me." Loke said quickly, feeling his cock grow even harder as he realized everything he'd dreamed had been reality, and this woman before him had been the goddess he'd always wanted.

Levy blushed deeply and pressed her forehead against her knees, hiding her face. Laxus put a finger under her chin and turned her to look at him. "Don't be embarrassed. It was fucking amazing. You're fucking amazing." He said the latter in a more hushed tone, like he hadn't meant to say it aloud. He frowned. "Did you not like it?"

"No!" She shouted. They both jumped and looked a little worried. "No, it's not that. It's just…I never thought…I try not to let the guild see _that_ side of me. I just…they'd look at me differently. Like you two are now."

"Honey," Loke said with a grin. "If you let the guild see that side of you, you'd have every male—and half the females, I might add—worshipping at your feet after their first night with you."

Levy groaned. "Please don't tell anyone. I like being the innocent little Levy in their eyes. It lets me get away with a lot. And the girls can't question me about the guys I sleep with if they don't know I'm sleeping with them."

Laxus raised an eyebrow. "Sneaky temptress." He teased. She stuck her tongue out at him, which had him raising the other eyebrow. "Stick your tongue out at me again, Blue, and I'll give you a reason." He said in his dominant voice. Her eyes went wide. He could hear her pulse quicken.

"So, you didn't answer before. Did you like what we did last night?" Loke asked, giving her a predatory grin as he knelt on the bed.

Levy moaned quietly as she recalled one of the more intense moments. "Gods, _yes_. Do you even have to ask?"

Just as she turned her head to look him in the eyes, something ran into her, quicker than she could follow, pulling her legs out from under her, scooting her down on the bed, ripping away the blanket. "I just wanted to make sure," Loke answered, voice low and rasping, lips millimeters from her lips. "Before I did this." His entire body was pressed against her, his weight delicious on her, and she automatically opened her legs for him, one knee raising and pressing against his hip. She was about to tease him, make some sort of smart remark, when her brain short-circuited. In one move, he thrust forward hard, every inch of his cock sinking deep into her pussy as his lips claimed hers. She cried out into his mouth, hands reaching for something to grab onto.

Laxus grabbed both of her hands in his, moving to kneel behind her head on the pillows, holding her hands above her head. Loke grinned against her mouth as he began thrusting, slow deep thrusts that made her whine and writhe in pleasure. Loke's lips moved along her jaw, down to her throat, where he sucked and kissed her, adding more bruises to her collection of hickies.

Levy's back arched, head moving so that she was looking up at Laxus, who smirked at her. "Cat got your tongue?" He teased. Levy stuck her tongue out at him again, forgetting his warning. "Oh, really? That desperate for another taste, are you?" He growled. He reached over in the drawer of the bedside table, and came back up with a scarf. Levy thought it was an odd thing to keep there, until he brought it to her wrists. He saw the worried look in her eyes. "Do you trust me?" He asked quietly. Loke slowed down enough for her to gather her thoughts, waiting for her answer. She nodded, and they both grinned. Levy felt Loke's cock twitch eagerly inside her, even as Laxus began tying her wrist together, then to the bed frame.

Levy let herself relax. She did love how hot it made her feel, laid out for their pleasure like that. She moaned and closed her eyes as Loke hit a sensitive spot inside her, her other leg coming up alongside his hips as well, squeezing him with her thighs.

"You seem pretty at ease, Blue. Tell me. You like bein' tied up like this?" Laxus asked hopefully. She bit her lip, lost as she drew close to another orgasm at Loke's hands. "Answer me." He ordered, reaching over to pinch one of her nipples lightly.

She gasped, back arching again, feeling the heat from his touch travel straight to her core. "Yes!" She breathed.

"Good. You been tied up like this before?" He continued, leaning over to run his tongue over the same nipple.

She wriggled under them, making them grin wider. "Yes." She answered breathily. "I had…a boyfriend…He had a thing for…handcuffs!" The last word was a groan.

"Naughty girl." Laxus answered against her skin, breath caressing her breast. "Now, I believe I told you that the next time you stuck your tongue out at me, I would give you a reason to?" She looked at him, lust completely taking over her expression. He swung a leg over her, straddling her chest, the head of his cock brushing her lips. "Open your mouth, stick your tongue out. Keep it out." He commanded. She obeyed instantly, her eyes on his. He stroked her hair as he pressed his cock forward into her mouth, cursing under his breath at the feeling. It was better than he'd remembered from last night. And she wanted him. He sank slowly into her, until his cock hit the back of her throat, and paused there, adding just a tiny bit of pressure, enough to feel her gag lightly on him. "Do you want all of it?" He asked, keeping his voice a low growl. Her pupils dilated. "Do you want all of my cock in your mouth…in your throat?" Loke slowed his thrusts again, watching the blunette's face from around Laxus. She whimpered, the sound travelling up through his cock. And nodded. "Fuck yes." He sighed. "You ready?" She nodded again, and he pushed forward a bit more, pressure building. And she swallowed. He fell forward over her, groaning, landing with his hands on either side of her bound arms. No woman had ever taken him that deep before; they were always too scared, too unaccustomed to the action, or his size. But here was the tiny, innocent—or, at least, he'd always considered her innocent—Levy McGarden, asking him for it all. He took a couple of deep breaths, feeling the walls of her throat contract a couple of times as she adjusted to his size. He knew if he moved now, he would be too rough with her.

Then, she shocked them both.

Levy could feel how much he loved the feeling of her throat. He was huge. She was struggling to take him all, more than she'd struggled the first time she'd done this for a man. She focused on breathing through her nose. But then, he stopped. He didn't thrust forward, didn't pull out, just stopped. She wanted to feel him coming undone for her. She raised her head off the mattress and pressed forward, slowly taking more and more of his cock, until his balls hit her chin. Her eyes were watering from the strain, she was gagging on him, and saliva was dripping down her face, but she smiled around him triumphantly. She held herself there as long as she could, then fell backwards, his cock sliding free, leaving her gasping for breath. "Am I the first one whose done that?" She asked. Laxus just nodded, looking down at her with wide eyes and a devilish smirk. "Good. Do it again?"

Loke moaned, fingers digging into her hips, as he heard her ask for Laxus to thrust his cock down her throat again. He wouldn't last much longer. She was so hot and tight, so wet for him. He could feel her getting even wetter as Laxus began slowly fucking her throat, and that was so fucking hot, he almost came. But he wanted her to cum first. He brought his hand between her legs, and pinched her clit between his thumb and forefinger, rolling it. His other hand he brought to her breast, thumb brushing lightly over the nipple before he leaned down and latched onto it with his mouth. Levy writhed under him, moans and whimpers escaping from around Laxus' cock. He teased her with his teeth, then bit down lightly and pulled up, making her cry out, her back arching off the bed, both men gaining deeper access to her. Finally, he felt her tense up, her cries getting shriller, more frequent. He sped up his hips, nibbled harder on her breast, rubbed her clit furiously, until she screamed out her orgasm. He thought he may have overdone it as her entire body began shuddering and twitching. But he didn't stop what he was doing. He heard Laxus cry out and thrust forward, and knew he was cumming down her throat. He pulled away, and the room was filled with her cries and moans. She pulled against the scarf that held her wrists, and her thighs threatened to crush Loke's hips, but he didn't stop. She felt too good around him. His hips snapped forward harder. He could hear the groaning and creaking of wood, but ignored it. Suddenly there was a thundering crack, and the bedframe broke, the mattress falling to the floor, the scarf freed from the headboard. Loke fell on top of Levy, thrusting even deeper than before, and couldn't hold out anymore, throwing his head back and moaning her name as he exploded inside her. She threw her still-bound wrists around his neck and brought his lips down to her, both moaning into each other's mouth. He could taste Laxus on her lips, and thrust a couple more times, her fluttering walls milking him dry.

He pulled out and rolled sideways, breathing hard. He couldn't stop the bubble of laughter that left his lips. After a second, the other two joined him in his mirth, until they were all clutching their stomachs and gasping for air from laughter. They curled up against each other again, ignoring the fact that the bed was indeed broken around them, pressed close with Levy sandwiched between them.

The door to the room suddenly slammed open, and three wizards and a platoon of enchanted wooden carvings darted into the room brandishing weapons. "Laxus, are you alright?! We heard—" Freed stopped dead as he saw three faces looking at him in a spectrum of shock to annoyance.

"Did ya not read the sign, guys?" Laxus growled, unabashed by his appearance. Freed blushed hard and ran from the room. Evergreen rolled her eyes and followed him.

Bixlow, on the other hand, crossed his arms and grinned. "Well, well, the lion, the dragon, and the bookworm, all cozy in a broken bed. Wonder how that happened."

"Fuck you." Levy said sleepily, head resting on Laxus' chest. The men in the room each raised an eyebrow at her, but she ignored it. "Close the door on your way out. No show for you."

Laxus barked a laugh. "You heard the lady. Get your ass outta here, Bix. And I wouldn't come back up here for a while."

Bixlow nodded, then crossed the room to a dresser near what Levy could only assume was his bed. He came back up with a sock. "Works better than a sign." He said. He gave the three of them a mock salute and left the room, deliberately placing the sock on the doorknob and giving them one last grin before he closed the door.

"So." Laxus said. "Now that the idiots are gone…Round three?"

"Yes please." Loke and Levy said together, looking at him eagerly. Oh yeah, definitely busy for a while.


End file.
